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Here’s a fun one for your Friday afternoon. This is a clause from an agreement with a large media company:

“NEWSWORTHY INFORMATION. Notwithstanding any other provision of this Agreement, any disclosure by XXXXX or Affiliates of Confidential Information in the ordinary course of their business of disseminating news and information is not a breach of this Article; provided that the individuals involved in such dissemination received such Confidential Information from a source other than the Personnel of XXXX involved in the applicable SOW.”

Bottom line? They may violate the confidential provisions of the agreement if they think some of your confidential information is “newsworthy”. And before you say, “AHA! They may not receive it from anyone involved in the project!”, just remember that there are strong protections in place to protect confidential sources.

Our press protections are a double-edged sword. I would never advocate doing away with them or limiting them in any way – but be aware that unscrupulous actors will abuse both the protections afforded the press, and contract language. 😉

Excellent intellectual property news from the Supreme Court today! The hope is that this will cut down on the forum shopping that has traditionally been accomplished in favor of patent trolls. Read more about it here!

Great news for freelancers in NY! New requirements went into effect yesterday that offer significant protections for freelance workers. I’d love to see this promulgated across the US! Click here for more details.

I know many of you have signed up to non-competition terms in the past. Let this article serve as an important reminder that any non-competition agreements you sign should be limited in i) time [generally one year], ii) location [a 10 mile radius is generally sufficient], and iii) market [only named entities or a very specific market should be limited]. Moreover, you absolutely MUST make sure your noncompete is null and void if you are let go by your employer.

Whether you are a creative or not, please consider some estate planning – or even just a basic will. Read about the issues with PRINCE’s estate here: http://www.hollywoodreporter.com/news/lessons-princes-lawyer-know-what-your-work-is-worth-997038

Lately it seems that many producers are leaving California and striking out for places like Georgia, North Carolina, etc… Their reasons are many and varied, but primarily related to enticing subsidies, tax breaks, and access to cheaper labor – among other benefits. Given this exodus, and given the fact that it is happening for economic reasons, it is only logical that these producers are looking to game the union system by specifically moving to “right to work” states. (These are the 28 or so states that have passed laws and regulations prohibiting union membership as a “condition to employment”.)

Most, if not all, of these producers believe they can simply ignore existing labor contracts and be free of the unions’ grasp. Many of the actors and crew believe they don’t have to pay their mandatory union dues. In fact, both of these positions are dangerously inaccurate.

In a “right-to-work” state, the laws and regulations don’t prohibit unions. They just make sure that membership in a union isn’t a condition to employment. Put simply, a worker in a “right to work” state doesn’t have to join a union and pay dues to get a job. (As an aside, these laws were passed as part of Roosevelt’s New Deal and were, for the most part, intended to combat what was seen at the time as coercive, over-powered unions.) Despite some producers and workers beliefs, unions still exist in “right to work” states. Members still pay dues. Binding contracts are still signed. Contracts are still enforced. In fact, some of the fastest growing industry unions are operating in “right to work” states.

This is the case, because unions have enjoyed a long history and deep penetration in the entertainment industry. Indeed, nearly all of the talent and craftspeople necessary for modern productions are members of a union or guild. This includes everyone from actors to producer to DP’s to costumers. Indeed, the most talented and experienced contributors are likely long-time union members themselves. It follows then, that aspiring members of these communities would want to be part of these organizations of their peers.

Why would we believe any of this changes in a “right to work” state? A contract is still a contract, and an agreement is still an agreement. A union member must still pay her contractually mandated dues. A union member hired on a non-union set doesn’t magically lose her union status. And while it might be true that in a “right to work” state students just out of school, hired as PAs or video assistants, would not be required to join a union – most welcome the chance to join. And as more productions move to these states, the unions will grow their membership at a commensurate pace. The benefits to new members generally far outweigh the drawbacks – health insurance and retirement contributions chief among them.

For years, producers believed they could avoid the entertainment unions by producing in “right to work” states and hiring non-union employees. Such has never been the case – despite their beliefs. In the first place, experienced “above the line” talent (actors, writers, and directors) that producer want in their projects are already union members and will not work in a non-union production. (There are exceptions, but they are few and far between, given the strict rules against working in a non-guild/union production.) Second, the “below-the-line” crafts, the camerapersons, editors, electricians, grips, etc., have been intensively organized by their very active industry union, the IATSE. If a union’s members represent a majority of the producer’s employees, or if the union organizes them into membership, there is nothing in a “right to work” law that prohibits the union from demanding recognition and union contracts, and, this is the important part, striking if they feel they are being treated unfairly. In my experience, most reputable producers have figured this out, which is why the vast majority of productions in these states are under union and guild contracts.

Bottom line, moving your production to a “right to work” state, for the sole benefit of avoiding unions and guilds, will not have a significant effect on your productions. Talent and crews in these locations (particularly Atlanta) are already union members, and you’ll be hard pressed to find folks who won’t require union or guild contracts. Indeed, producers attempting to go completely non-union may actually find themselves in the middle of an organizing campaign with many of its employees jumping at the chance to join and get that coveted guild or union card – to say nothing of decent health insurance and retirement.

Many of you participate in conventions in one form or another. Some of my clients regularly exhibit at conventions/trade shows, etc… I just completed a review of an agreement sent to us by one of the largest “event” organizations on the west coast. Here are some of the warnings I sent my client. (There’s probably a larger article in here somewhere. Maybe when I come up for air in the fall…..)

They may terminate our attendance at any time for any reason or no reason at all.

They reserve the right to take photographs/video of our exhibit, booth space and personnel and we give them full rights to such images/footage. And we agree to sign all required releases.

They may alter our space at any time.

We need their written permission to “exchange goods or services”. (No actual sales should be made.) We may only exchange information for future contacts/sales.

We’ll have to use their contractors for moving in, setting up, tearing down, etc…

No offsite meetings. We agree not to “encourage absence of exhibitors or invited guests from the Event or Event Facilities.”

We are required to provide them with a list of all individuals/entities who have visited our exhibit.

We have to purchase and maintain an insurance policy naming both the Organizer and the Facility as additional insureds.

They may change the date 30 days in either direction, and/or move the event up to 50 miles without any recompense.

The limitation of liability and indemnification sections are ridiculous. But in my experience these are carved in stone. This should be mostly ameliorated with the insurance you’ll carry.

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